Scheme Document, Prospectus and Circular

28 August 2015

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY RESTRICTED JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

 

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW 888 SHARES EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS AND THE SCHEME DOCUMENT WHICH ARE BEING PUBLISHED TODAY.

 

28 August 2015

For immediate release

 

 

Recommended offer

for bwin.party digital entertainment plc ("bwin.party")

by 888 Acquisitions Limited ("888 Acquisitions")

a subsidiary of  888 Holdings plc ("888")

 

Publication of Scheme Document, Prospectus and Circular

 

 

On 17 July 2015 the boards of  888 and bwin.party announced the recommended offer for bwin.party by 888 Acquisitions (the "Offer"). The Offer is to be implemented by means of a scheme of arrangement under Part VIII of the Gibraltar Companies Act 2014 (the "Scheme").

 

The boards of 888 and bwin.party are pleased to announce that the circular in relation to the Scheme (the "Scheme Document"), the class 1 circular in relation to the Offer (the "888 Circular") and a prospectus (the "Prospectus") in relation to the new ordinary shares in the capital of 888 to be allotted and issued to the shareholders of bwin.party pursuant to the Offer (the "New 888 Shares"), each dated 28 August 2015, have been published today.

 

888 Shareholders will shortly receive (in hardcopy or, those who have elected for notification by electronic communication, in electronic form), amongst other documents, a copy of the 888 Circular and the Prospectus. As set out in the 888 Circular, the 888 General Meeting will be held on 29 September 2015 at 5 p.m. (Gibraltar time) at 888's offices at Suite 601/701 Europort, Europort Avenue, Gibraltar to allow 888 Shareholders to vote on the resolutions required to approve and implement the Offer and related matters. 888 Shareholders should carefully read the 888 Circular in its entirety before making a decision.

 

bwin.party Shareholders will shortly receive (in hardcopy or, those who have elected for notification by electronic communication, in electronic form) the Scheme Document and the Prospectus together with other documents relating to the Offer. The Scheme Document sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement in compliance with Part VIII of the Gibraltar Companies Act 2014, notices of the required meetings of bwin.party Shareholders, an indicative timetable of principal events and details of the action to be taken by bwin.party Shareholders. As set out in the Scheme Document, in order to become effective, the Scheme will require, amongst other things, the approval of bwin.party Shareholders at the bwin.party Court Meeting (by a majority in number of the bwin.party Shareholders present and voting (in person or by proxy) at the bwin.party Court Meeting, representing not less than 75 per cent. in value of the Scheme Shares voted by such bwin.party Shareholders) and the passing of a special resolution at a general meeting of bwin.party Shareholders (the "bwin.party General Meeting"). As set out in the Scheme Document, the bwin.party Court Meeting and the bwin.party General Meeting will each be held at The Caleta Hotel, Catalan Bay, Gibraltar on 29 September 2015 to allow bwin.party Shareholders to vote on the resolutions required to approve and implement the Scheme and the Offer. The bwin.party Court Meeting will start at 11 a.m. (Gibraltar time) and the bwin.party General Meeting at 11.10 a.m. (Gibraltar time), or as soon thereafter as the bwin.party Court Meeting has concluded or been adjourned.

 

In addition to the passing of the required resolutions at the 888 General Meeting, the bwin.party General Meeting and the bwin.party Court Meeting, completion of the Offer is conditional upon, amongst other things, the satisfaction of certain anti-trust and regulatory conditions, receipt of a decision from the UKLA to admit the New 888 Shares to the  UKLA Official List with a premium listing and a decision from the London Stock Exchange to admit the New 888 Shares to trading on the main market of the London Stock Exchange and the sanction of the Scheme by the Court as further set out in the Scheme Document.

 

The expected timetable and schedule of principal events is as follows:

Publication of the 888 Circular, the Prospectus and the Scheme Document	28 August 2015
Latest time and date for receipt of blue Forms of Direction for the 888 General Meeting	4.00 p.m. on 24 September 2015
Latest time and date for receipt of white Forms of Proxy for the 888 General Meeting	4.00 p.m. on 25 September 2015
Latest time and date for receipt of white Forms of Direction (from holders of bwin.party depositary interests) for the Court Meeting	1.00 p.m. on 24 September 2015
Latest time and date for receipt of blue Forms of Direction (from holders of bwin.party depositary interests) for the bwin.party General Meeting	1.00 p.m. on 24 September 2015
Latest time and date for receipt of white Forms of Proxy (from bwin.party shareholders) for the Court Meeting	1.00 p.m. on 25 September 2015
Latest time and date for receipt of blue Forms of Proxy (from bwin.party shareholders) for the bwin.party General Meeting	1.00 p.m. on 25 September 2015
Record time for voting at the 888 General Meeting	6.00 p.m. on 27 September 2015
Record time for voting at the bwin.party Court Meeting and the bwin.party General Meeting	6.00 p.m. on 27 September 2015
bwin.party Court Meeting	11.00 a.m. (Gibraltar time) on 29 September 2015
bwin.party General Meeting	11.10 a.m. (Gibraltar time) on 29 September 2015
888 General Meeting	5.00 p.m. (Gibraltar time) on 29 September 2015
Scheme sanction hearing to sanction the bwin.party Scheme	11 January 2016
Last time and day of dealings in, and for registration of transfers, and disablement in CREST of bwin.party depositary interests	5.00 p.m. on 12 January 2016
Scheme Record Time	6.00 p.m. on 13 January 2016
Effective Date of the Scheme	14 January 2016
Delisting of bwin.party Shares	on or around 8.00 a.m. on 15 January 2016
Issue of New 888 Shares	on or around 8.00 a.m. on 15 January 2016
Admission and commencement of dealings in New 888 Shares on the main market of the London Stock Exchange	on or around 8.00 a.m. on 15 January 2016
CREST accounts credited with 888 depository interests	on or around 8.00 a.m. on 15 January 2016
Settlement of cash consideration due to the Scheme Shareholders (as defined in the Scheme)	by no later than 28 January 2016
Despatch of definitive share certificates, where applicable	by 28 January 2016
Payments in respect of fractional entitlements, where applicable	by no later than 28 January 2016
Long Stop Date (being the latest date by which the Scheme may become effective in accordance with its terms)	11 February 2016

 

 

 

All times stated above are London times unless stated otherwise. These times and dates are indicative only and are based on 888's and bwin.party's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the expected times and/or dates above change, 888 and/or bwin.party will give notice of the change by issuing an announcement through a Regulatory Information Service.

 

Copies of the Prospectus, the 888 Circular and the Scheme Document will shortly be available for inspection on 888's website at www.888holdingsplc.com, or can be inspected at the offices of Allen & Overy LLP at One Bishops Square, London E1 6AD, United Kingdom and at 888's Registered Office at Suite 601/701 Europort, Europort Avenue, Gibraltar, up to and including the Effective Date. The Scheme Document will also shortly be available for inspection on bwin.party's website at www.bwinparty.com up to and including the Effective Date, or can be inspected at the offices of bwin.party digital entertainment plc, 711 Europort, Gibraltar. A copy of each of the Prospectus, the 888 Circular and the Scheme Document will also be submitted to the National Storage Mechanism, where they will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

 

Defined terms not otherwise defined in this announcement shall have the meaning given to them in the Prospectus.

 

 

Enquiries:
888 Holdings plc	+35 0200 49800
Brian Mattingley, Executive Chairman Aviad Kobrine, Chief Financial Officer
Investec Bank plc (Joint Financial Adviser, Sponsor and Broker to 888 and 888 Acquisitions)	+44 (0) 20 7597 5970
Garry Levin Duncan Williamson
Stifel, Nicolaus & Company, Incorporated (Joint Financial Adviser to 888 and 888 Acquisitions)	+1 (212) 847 6680
John Orem Derek Herbert
Hudson Sandler (Public Relations Adviser to 888)	+44 (0) 20 7796 4133
Andrew Hayes Alex Brennan
bwin.party digital entertainment plc	+44 (0) 207 337 0177
Philip Yea, Chairman Peter Reynolds
Deutsche Bank (Financial Adviser and Joint Broker to bwin.party)	+44 (0) 20 7545 8000
James Arculus James Maizels Charles Wilkinson (Corporate Broker)
Numis Securities (Joint Broker to bwin.party)	+44 (0) 20 7260 1000
Michael Meade Rupert Krefting
FTI Consulting (Public Relations Adviser to bwin.party)	+44 (0) 20 3727 1067
Ed Bridges Alex Le May

 

Important Notices

 

Investec Bank plc is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority (the "FCA") in the United Kingdom, and is acting as sponsor, joint financial adviser and broker to 888 and 888 Acquisitions and no one else in connection with the Offer and will not be responsible to anyone other than 888 and 888 Acquisitions for providing the protections afforded to its clients or for providing advice in connection with the Offer, the contents of this announcement or any matter referred to in this announcement.

 

Stifel, Nicolaus & Company, Incorporated is acting exclusively for 888 Acquisitions and 888 and no one else in connection with the Offer, and will not be responsible to anyone other than 888 Acquisitions or 888 for providing the protections afforded to clients of Stifel nor for providing advice in relation to or in connection with the matters referred to in this announcement.

 

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and Financial Conduct Authority. Details about the extent of its authorisation and regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct Authority are available on request or from www.db.com/en/content/eu_disclosures.htm. Deutsche Bank is acting as financial adviser to bwin.party and no one else in connection with the Offer or the contents of this document and will not be responsible to anyone other than bwin.party for providing the protections afforded to clients of Deutsche Bank or for providing advice in relation to the Offer or any other matters referred to herein.

 

Numis Securities Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for bwin.party and for no one else in connection with the subject matter of this document and will not be responsible to anyone other than bwin.party for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this document.

 

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

 

The Offer will be made solely by means of the Scheme Document which will contain the full terms and conditions of the Offer including details of how bwin.party Shareholders may vote in respect of the Offer.

 

This announcement does not constitute a prospectus or prospectus equivalent document.

 

This announcement has been prepared for the purpose of complying with English law and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the UK.

 

Overseas Shareholders

 

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or Gibraltar, who are subject to the laws of other jurisdictions, should inform themselves of, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such requirements by any person.

 

The Offer relates to the acquisition of shares of a Gibraltar company and is proposed to be effected by means of a scheme of arrangement under the laws of Gibraltar. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US Exchange Act of 1934 (as amended). Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in Gibraltar to schemes of arrangement, which differ from US disclosure requirements and the requirements of US proxy solicitation or tender offer rules.

 

The Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any jurisdiction where the extension or availability of the Offer would breach any applicable law (a "Restricted Jurisdiction"), and no person may vote in respect of the Offer by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

 

Accordingly, copies of this document and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this document (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this document and/or any other related document to a jurisdiction outside the United Kingdom or Gibraltar should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

 

The availability of the New 888 Shares to bwin.party Shareholders who are not resident in the UK may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK should inform themselves of, and observe, any applicable requirements.

 

The New 888 Shares may not be offered, sold or delivered, directly or indirectly, in, into or from any Restricted Jurisdiction or to, or for the account or benefit of, any Overseas Shareholders except, in each case, pursuant to an applicable exemption from, or in a transaction not subject to, applicable securities laws of those jurisdictions.

 

This announcement is not an offer for sale of, or solicitation of an offer to buy, securities in the United States and the New 888 Shares, which will be issued in connection with the Offer, have not been, and will not be, registered under the US Securities Act of 1933 (as amended) (the "US Securities Act") or under the securities law of any state, district or other jurisdiction of the United States or any other Restricted Jurisdiction.

 

None of the securities referred to in this announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.

 

It is expected that the securities referred to in this announcement will be issued as part of the Offer in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) of that Act. Such securities may not be offered, sold, re-offered, resold or delivered, directly or indirectly, in or into the United States or any state, district or other jurisdiction of the United States, except pursuant to exemptions from the applicable registration requirements of such jurisdictions.

 

Disclosure requirements

 

bwin.party is a Gibraltar company and is therefore not subject to the City Code. Accordingly, shareholders of bwin.party and others dealing in bwin.party Shares are not obliged to disclose any of their dealings under the provisions of the City Code. However, market participants are requested to make disclosure of dealings as if the City Code applied and as if bwin.party were in an "offer period" under the City Code. bwin.party Shareholders and persons considering the acquisition or disposal of any interest in bwin.party Shares are reminded that they are subject to the Disclosure and Transparency Rules made by the UKLA and other applicable regulatory rules regarding transactions in bwin.party Shares.

 

bwin.party's website contains the form of disclosure requested. If you are in any doubt as to whether or not you should disclose dealings, you should contact an independent financial adviser authorised by the Financial Conduct Authority under the FSMA (or, if you are resident in a jurisdiction other than the United Kingdom, a financial adviser authorised under the laws of such jurisdiction).

 

In light of the foregoing, as provided in Rule 8.3(a) of the City Code, any person who is "interested" in one per cent. or more of any class of "relevant securities" of bwin.party or of any "securities exchange offeror" (being any "offeror" other than an "offeror" in respect of which it has been announced that its "offer" is, or is likely to be, solely in "cash") must make an Opening Position Disclosure following the commencement of the "offer period" which began upon the release of the Rule 2.7 Announcement.

 

An Opening Position Disclosure should contain details of the person's interests and short positions in, and rights to subscribe for, any "relevant securities" of each of (i) bwin.party and (ii) any "securities exchange offeror(s)". Persons to whom Rule 8.3(a) would have applied had the City Code been applicable should make an Opening Position Disclosure by no later than 3:30 p.m. on the tenth "business day" following the commencement of the "offer period" which began upon the release of the Rule 2.7 Announcement. Relevant persons who undertake "dealings" in the relevant securities of bwin.party or a "securities exchange offeror" prior to the deadline for making an Opening Position Disclosure should instead make a Dealing Disclosure.

 

Rule 8.3(b) of the City Code provides that if any person is, or becomes "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of an offeree or of any "securities exchange offeror", all "dealings" in any "relevant securities" of that offeree or of any "securities exchange offeror" (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") should be publicly disclosed in a Dealing Disclosure by no later than 3:30 p.m. on the "business day" following the date of the relevant transaction. In a situation where the City Code applies, this requirement would continue until the date on which any "offer" becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. Under Rule 8 of the City Code, a Dealing Disclosure would contain details of the "dealing" concerned and of the person's interests and short positions in, and rights to subscribe for, any "relevant securities" of (i) bwin.party and (ii) any "securities exchange offeror", save to the extent that these details have previously been disclosed under Rule 8. Accordingly, in the case of both an Opening Position Disclosure and Dealing Disclosure (if any), disclosures of interests in the shares of each of 888 and bwin.party should be made.

 

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of bwin.party or a "securities exchange offeror", they would, if the City Code were applicable, be deemed to be a single person for the purpose of Rule 8.3 of the City Code.

 

Consistent with the provisions of Rule 8.1 of the City Code, Opening Position Disclosures should be made by bwin.party and by any "offeror", and all "dealings" in "relevant securities" of bwin.party by bwin.party, by any "offeror" or by any persons "acting in concert" with any of them, should be disclosed in a Dealing Disclosure by no later than 12:00 p.m. on the "business day" following the date of the relevant transaction.

 

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of "securities". In particular, a person will be treated as having an "interest" by virtue of the ownership or control of "securities", or by virtue of any option in respect of, or derivative referenced to, "securities".

 

Terms in quotation marks are defined in the City Code, which can be found on the Panel's website. If you are in any doubt as to whether not you should disclose a "dealing" by reference to the above, you should contact an independent financial adviser authorised by the Financial Conduct Authority under the FSMA.

 

Publication on Website and Availability of Hard Copies

 

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on 888's and bwin.party's websites at www.888holdingsplc.com and www.bwinparty.com respectively by no later than 12:00 p.m. (London time) on the day following this announcement. For the avoidance of doubt, the contents of those websites are not incorporated into, and do not form part of, this announcement.

 

You may request a hard copy of this announcement by contacting [email protected]. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.